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                                                                  EXHIBIT 10.02

                            THIRD AMENDMENT TO LEASE

I.       PARTIES AND DATE.

         This Third Amendment to Lease (the "Third Amendment") dated December
11, 1996, is by and between THE IRVINE COMPANY, a Michigan corporation
("Landlord") and INTERPORE INTERNATIONAL, a California corporation ("Tenant").

II.      RECITALS.

         On July 25, 1991, Landlord and Tenant entered into a space lease for
space located at 181 Technology Drive, Irvine, California ("Premises"), which
lease was amended by Amendment No. 1 to Lease (the "First Amendment") dated
February 26, 1992, and by Second Amendment to Lease dated February 25, 1993 (as
amended, the "Lease").

         Landlord and Tenant each desire to modify the lease to extend the
lease term, adjust the monthly rent and make such other modifications as are
set forth in "III.  MODIFICATIONS" below.

III.  MODIFICATIONS.
             
         A.  Basic Lease Provisions.  The Basic Lease Provisions are hereby
amended as follows:

             1.  Item 1 is hereby deleted in its entirety and the following
         shall be substituted in lieu thereof:

                 "1. Address of Landlord:    Insignia Commercial Group, Inc.
                                             One Technology Drive, Suite F-207
                                             Irvine, CA 92618

                 with a copy of notices to:  IRVINE INDUSTRIAL COMPANY
                                             P.O. Box 6370
                                             Newport Beach, CA 92658-6370
                                             Attn:  V.P., Industrial Operations"

             2.  Item 2 is hereby deleted in its entirety and the following
         shall be substituted in lieu thereof:

                 "2. Address of tenant:      Interpore International
                                             181 Technology Drive
                                             Irvine, CA 92618"

             3.  Item 4 is hereby deleted in its entirety and the following
         shall be substituted in lieu thereof:

                 "Tenant's Contact: David Mercer, Telephone No. (714) 453-3200"

             4.  Item 6 is hereby amended by deleting the zip code of "92718"
         therefrom and substituting "92618" in lieu thereof.




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                                                                   EXHIBIT 10.02

                 
             5.  Item 8 is hereby deleted in its entirety and the following
         shall be substituted in lieu thereof:

                 "8.  Term:  The Term of this Lease shall expire at midnight on
                 January 31, 2003."

             6.  Effective as of February 1, 1998, Item 9 and Exhibit E to the
         Lease shall be deleted in their entirety and the following shall be
         substituted in lieu thereof:

                 "9. Monthly Rent: Thirty-Three Thousand One Hundred Forty-Seven
                 Dollars ($33,147.00) per month.

                 Adjustments to Monthly Rent: Commencing on February 1, 1999,
                 the Monthly Rent shall be Thirty-Four Thousand Four Hundred
                 Seventy-Two Dollars ($34,472.00) per month.

                 Commencing on February 1, 2000, the Monthly Rent shall be
                 Thirty-Five Thousand Eight Hundred Fifty-One Dollars
                 ($35,851.00) per month.

                 Commencing on February 1, 2001, the Monthly Rent shall be
                 Thirty-Seven Thousand Two Hundred Eighty-Six Dollars
                 ($37,286.00) per month.

                 Commencing on February 1, 2002, the Monthly Rent shall be
                 Thirty-Eight Thousand Seven Hundred Seventy-Seven Dollars
                 ($38,777.00) per month."

             7.  Item 11 is hereby deleted in its entirety and the following
         shall be substituted in lieu thereof:

                 "11. SECURITY DEPOSIT: $33,147.00"

             8.  Effective as of February 1, 1998, Item 17 shall be deleted in
         its entirety and the following shall be substituted in lieu thereof:

                 "17. Parking Spaces: 125"

         B.      Security Deposit.  On or before November 1, 1997, Tenant shall
deliver the sum of Sixteen Thousand Five Hundred Seventy-Three Dollars and
Fifty Cents ($16,573.50) to Landlord, which sum shall be added to the Security
Deposit presently being held by Landlord in accordance with Section 4.7 of the
Lease.

         C.      Lease Rider No.1.  Lease Rider No. 1 entitled "Option to
Extend Term" is hereby deleted in its entirety and the following shall be
substituted in lieu thereof:

                 "Right to Extend this Lease.   Provided that Tenant is not in
                 default under any provision of this Lease, either at the time
                 of exercise of the extension right granted herein or at the
                 time of the commencement of such extension, and provided
                 further that Tenant is occupying at least 70% if The square
                 footage of the Premises and/or has not assigned its interest in
                 this Lease, Tenant may extend the term of this Lease for one
                 (1) period of sixty (60) months.  Tenant shall exercise its
                 right to extend the Term



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                                                                   EXHIBIT 10.02

                 May 1, 2002, Tenant's irrevocable written notice of its
                 commitment to extend (the "Commitment Notice").  The Monthly
                 Rent payable under the lease during the extension of the term
                 shall be at the fair market rental, including subsequent
                 adjustments, for comparable industrial space being leased by
                 Landlord in the Project; provided that such rate shall in no
                 event be less than the rate payable by Tenant during the month
                 immediately preceding the commencement of the extension period.
                 In the event that the parties are not able to agree on the fair
                 market rental within one hundred twenty (120) days prior to the
                 expiration date of the Term, then either party may elect, by
                 written notice to the other party, to cause said rental,
                 including subsequent adjustments, to be determined by appraisal
                 as follows.

                 Within ten (10) days following receipt of such appraisal
                 election, the parties shall attempt to agree on an appraiser
                 to determine the fair market rental.  If the parties are
                 unable to agree in that time, then each party shall designate
                 an appraiser within ten (10) days thereafter.  Should either
                 party fail to so designate an appraiser within that time, then
                 the appraiser designated by the other party shall determine
                 the fair rental value.  Should each of the parties timely
                 designate an appraiser, then the two appraisers so designated
                 shall appoint a third appraiser who shall, acting alone,
                 determine the fair rental value of the premises.  Any
                 appraiser designated hereunder shall have an M.A.I.
                 certification with not less than five (5) years experience in
                 the valuation of commercial industrial buildings in Orange
                 County, California.

                 Within thirty (30) days following the selection of the
                 appraiser, such appraiser shall determine the fair market
                 rental value, including subsequent adjustments of the
                 premises.  In determining such value, the appraiser shall
                 first consider rental comparables for the Project, provided
                 that if adequate comparables do not exist then the appraiser
                 may consider transactions involving similarly improved space
                 in the Irvine Spectrum area with appropriate adjustments for
                 differences in location and quality of project.  In no event
                 shall the appraiser attribute factors for market tenant
                 improvement allowances or brokerage commissions to reduce said
                 fair market rental.  The fees of the appraiser(s) shall be
                 shared equally by both parties.

                 Within twenty (20) days after the determination of the fair
                 market rental, Landlord shall prepare a reasonably appropriate
                 amendment to this Lease for the extension period and Tenant
                 shall execute and return same to Landlord within ten (10)
                 days.  Should the fair market rental not be established by the
                 commencement of the extension period, then Tenant shall
                 continue paying rent at the rate in effect during the last
                 month of the initial Term, and a lump sum adjustment shall be
                 made promptly upon the determination of such new rental.

                 If Tenant fails to timely comply with any of the provisions of
                 this paragraph, Tenant's right to extend the term shall be
                 extinguished and the Lease shall automatically terminate as of
                 the expiration date of the Term, without any extension and
                 without any liability to Landlord.  Any attempt to assign or
                 transfer any right or interest created by this paragraph shall
                 be void from its inception.  Tenant shall have no other right
                 to extend the term beyond the single sixty (60) month
                 extension created



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                                                                   EXHIBIT 10.02


                 extension of the Term, whether created by an amendment to this
                 Lease or by a holdover of the Premises by Tenant, or
                 otherwise, shall be deemed a part of, and not in addition to,
                 any duly exercised extension period permitted by this
                 paragraph."

         D.      Landlord's Maintenance of Building.  The first sentence of
Section 9.1 of the Lease is hereby deleted in its entirety and the following
shall be substituted in lieu thereof:

                 "During the period commencing February 1, 1998 and ending
                 January 31, 2003, at Landlord's sole cost and expense,
                 Landlord will maintain, subject to the provisions of Article
                 XI and Article XII, the integrity of the structural portions
                 of the roof, exterior walls and foundation of the building."

         E.      Maintenance of Common Areas.  The first sentence of Paragraph
20.33.4 of the Addendum to Lease is hereby deleted in its entirety and the
following shall be substituted in lieu thereof:

                 "Landlord shall maintain or cause to be maintained the Common
                 Areas in a first-class condition and in a manner comparable to
                 other industrial buildings owned by Landlord in the Irvine
                 Spectrum area, but the means chosen for operating and
                 maintaining the common areas shall be determined by Landlord
                 in its sole discretion."

IV.  GENERAL

         A.      Effect of Amendments.  The Lease shall remain in full force
and effect except to the extent that it is modified by this Third Amendment.

         B.      Entire Agreement.  This Third Amendment embodies the
entire understanding between Landlord and Tenant with respect to the
modifications set forth in "III. MODIFICATIONS." above and can be changed only
by a writing signed by Landlord and Tenant.

         C.      Counterparts.  If this Third Amendment is executed in
counterparts, each is hereby declared to be an original; all, however, shall
constitute but one and the same amendment.  In any action or proceeding, any
photographic, photostatic, or other copy of this Third Amendment may be
introduced into evidence without foundation.

         D.      Defined Terms.  All words commencing with initial capital
letters in this Third Amendment and defined in the Lease shall have the same
meaning in the Third Amendment as in the Lease, unless they are otherwise
defined in this Third Amendment.

         E.      Corporate and Partnership Authority.  If Tenant is a
corporation or Partnership, or comprised of either or both of them, each
individual executing this Third Amendment for the corporation or Partnership
represents that he or she is duly authorized to execute and deliver this Third
Amendment on behalf of the corporation or partnership and that this Third
Amendment is binding upon the corporation or partnership in accordance with its
terms.

         F.      Attorneys' Fees.  The provisions of the Lease respecting
payment of attorneys' fees shall also apply to this Third Amendment.




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                                                                   EXHIBIT 10.02

         Landlord and tenant executed this Third Amendment on the date set
forth in "I. PARTIES AND DATE." above.

LANDLORD:                                  TENANT:

THE IRVINE COMPANY,                        INTERPORE INTERNATIONAL,
a Michigan corporation                     a California corporation


By: /s/ CLARENCE W. BARKER                 By: /s/ DAVID MERCER
    --------------------------------           --------------------------------
     Clarence W. Barker, President                 David Mercer 
     Irvine Industrial Company,            Title:  President 
     A division of The Irvine Company


By: /s/ JOHN C. TSU                        By: /s/ RICHARD HARRISON 
    ---------------------------------          --------------------------------
        John C. Tsu                                Richard Harrison 
        Assistant Secretary                Title:  CFO



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